Buyback

Document Summary

LETTER OF OFFER TO BUY BACK EQUITY SHARES: A V Thomas & Company Limited is offering to buy back up to 20,841 fully paid-up Equity Shares of face value ₹10 each at a price of ₹17,000 per share, for a maximum aggregate amount of ₹3,543 Lakhs. This represents 9.99% of the total paid-up Equity Share capital and free reserves on a standalone basis, as per the latest available limited review un-audited financial statements of the Company for the half year ended September 30, 2023. The buyback will be executed through the Tender Offer process.

Timeline: The buyback opens on February 16, 2024, and closes on March 16, 2024. The last date for receipt of completed tender forms is March 19, 2024. The record date is February 9, 2024. The last date of completion of verification by RTA is March 25, 2024. Last date of despatch of share certificate(s) by RTA/return of unaccepted demat shares to the respective shareholders demat account and last date of payment of consideration to the Shareholders who participated in the Buyback Offer is March 28, 2024. The last date of Extinguishment of Shares is April 1, 2024.

Definitions: The document defines key terms related to the buyback offer, including "Acceptance," "Act," "Articles," "Company," "Authorized/Buyback Committee," "Board," "Buyback Offer," "DP," "Depositories," "Eligible Person(s)," "Equity Shares/Shares," "Equity Shareholder(s)/Shareholder(s)," "Form/Tender Form," "Letter of Offer," "Method of Buyback," "Non-Resident Shareholders," "NECS," "NSDL," "Offer Period," "Offer Price/Buyback Price," "Offer Size/Buyback Size," "RBI," "Record Date," and "Registrar to the Offer."

Company Information: A V Thomas & Company Limited (AVT) was incorporated on January 21, 1935. Its registered office is located in Alleppey, Kerala. The Company had a buyback offer in 2022, closing on October 18, 2022. AVT's business divisions include Consumer Products, Roofing & Logistics, and Dairy.

Board Resolution: The buyback is authorized by a resolution passed by the Board of Directors on December 11, 2023. The resolution approves the buyback of up to 20,841 equity shares at ₹17,000 per share. The Buyback Committee is authorized to implement the buyback and delegate authority as needed. The company confirms compliance with Section 70 of the Companies Act, 2013, including no defaults in repayments, dividend payments, or annual returns. It confirms that all Equity Shares of the Company are fully paid up.

Buyback Details: The buyback size is ₹3,543 Lakhs, representing 9.99% of paid-up equity capital and free reserves. The number of shares to be purchased is 20,841, representing 4.54% of the total paid-up Equity Capital. The Buy Back is proposed to be implemented by the Company through Tender Offer Method from the Equity Shareholders on a proportionate basis.

Directors and Key Personnel: The key personnel include Mr. Ajit Thomas, Mr. Dilip Thomas, Mr. F.S. Mohan Eddy, Mr. Habib Hussain, Mrs. Kavitha Vijay and Mr. R. Venugopalan.

Authority and Necessity: The buyback is pursuant to Article 12 of the Articles of Association, Sections 68, 69, 70 of the Companies Act, 2013. The Board believes the buyback will optimize returns to shareholders and enhance overall shareholder value.

Buyback Price: The buyback price of ₹17,000 per share was determined considering various factors including book value and impact on EPS. The buyback price represents a premium of about 117% of the book value per Equity Share of the Company.

Sources of Funds: The funds for the buyback, up to ₹3,543 Lakhs, will come from the company's current surplus, cash balances, and/or internal accruals.

Demat Escrow Account: The details of the demat escrow account opened for the Buyback Offer with Stock Holding Corporation of India Limited is provided.

Capital Structure: The document details the company's authorized share capital, and shareholding pattern, and the expected capital structure post-buyback. The Promoter and Promoter Group holds 85.07% of the paid-up capital. The total Shares held were 4,59,152 with a total number of shareholders being 272.

Financial Information: Salient financial information is provided for the last three financial years (ended March 31, 2021, 2022, and 2023) and the half year ended September 30, 2023, including total income, expenses, profit after tax, paid-up capital, reserves and surplus, net worth, and debt.

Statutory Approvals: The buyback is subject to RBI approval, if required, for shares tendered by Non-Resident Indians (NRI) and erstwhile Overseas Corporate Bodies (OCB).

Registrar: The Registrar to the Buyback is Cameo Corporate Services Limited.

Process and Methodology: The process for tendering shares is outlined, including hand delivery or registered post/courier to the Registrar. In case of non-receipt of the Letter of Offer, Eligible Shareholders may make an application to the Registrar stating certain details. Documents to be delivered by all Eligible Shareholders for Equity Shares held in the dematerialised form and Physical form is defined.

Oversubscription: In case of oversubscription, acquisition of Equity Shares from each Eligible Shareholder will be on a proportionate basis

Method of Settlement: Payment will be made through various modes, including NACH/NEFT/RTGS, Direct Credit, or by cheque/pay order/demand draft through registered post/speed post.

Taxation: The document includes a note on taxation, stating that the income in the hands of the shareholders is exempted under Clause 115QA of the Income Tax Act 1961.

Board of Directors Confirmation: The Board confirms that it has conducted a full inquiry into the company's affairs and prospects, and that the company will be able to meet its liabilities and will not be rendered insolvent within one year.

Auditor's Certificate: Suri & Co, Chartered Accountants, have provided a statutory auditor's report in respect of the proposed buy-back of equity shares.

Declaration by the Directors: The Directors declare that all requirements of Section 68(3) have been complied with and that there are no defaults subsisting in repayment of deposits and they have formed an opinion on the prospects of the company. The Letter of Offer includes various forms to be used for the Buyback of Equity Shares.